United States securities and exchange commission logo December 20, 2023 Brian Thomas, Ph.D. Chief Executive Officer Metagenomi Technologies, LLC 1545 Park Avenue Emeryville, CA 94608 Re: Metagenomi Technologies, LLC Amendment No. 2 to Draft Registration Statement on Form S-1 Submitted December 11, 2023 CIK 0001785279 Dear Brian Thomas: We have reviewed your amended draft registration statement and have the following comment. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to this letter and your amended draft registration statement or filed registration statement, we may have additional comments. Amendment No. 1 to Draft Registration Statement on Form S-1 Use of Proceeds, page 94 1. We note that you intend to fund IND-Enabling studies for "certain of [your] current programs" with the proceeds from this offering. Please revise to specify which programs you intend to fund with proceeds from the offering. Please contact Jenn Do at 202-551-3743 or Angela Connell at 202-551-3426 if you have questions regarding comments on the financial statements and related matters. Please contact Tyler Howes at 202-551-3370 or Suzanne Hayes at 202-551-3675 with any other questions. Sincerely, Brian Thomas, Ph.D. Metagenomi Technologies, LLC December 20, 2023 Page 2 FirstName LastNameBrian Thomas, Ph.D. Division of Corporation Finance Comapany NameMetagenomi Technologies, LLC Office of Life Sciences December 20, 2023 Page 2 cc: Edwin M. O'Connor, Esq. FirstName LastName